CODE OF CONDUCT

About

TCPL Packaging Ltd. (formerly Twenty-First Century Printers Ltd.) is committed to the highest standards of corporate governance in all its activities and business.

The Board of Directors has adopted this “Code of Conduct for Board Members and Senior Management Executives” (the Code) on 26th October 2005. This Code will be effective from 31st December 2005

Applicability

The Code is applicable to all the Directors of the Company and Executives of the Company in the grade of Vice Presidents, General Managers and Functional Heads (Sr.Management Executives). It shall also be applicable to such other employees of the Company as may be designated as the Members of Sr.Management for the purpose for this Code by the Managing Director.

Code of Conduct

It shall be the first and foremost duty of every Director and Sr.Management Executive to uphold interests of the Company and its stakeholders and to endeavour to fulfill all the fiduciary obligations towards them.

The Directors and Sr.Management Executives shall act in accordance with the highest standard of honesty, integrity, fairness and ethical conduct and shall exercise utmost good faith, due care and integrity in performing their duties.

Guidelines for Conduct

The Directors and Senior Management Executives shall:

  • Act within the authority conferred upon them.
  • Exercise independent judgement on issues of strategy, performance and policy matters.
  • Dedicate sufficient time and attention to the Company’s business to ensure diligent performance of their duties.

The Directors and Senior Management Executives shall endeavour to attend all the meetings of the Board and its Committees of which they are members or invitees and actively participate in the discussion and decision making at the meetings.

Not to participate in any meeting, in any discussion or vote on any matter related to a counter party in which he is interested as a Director.

Legal Compliance

The Directors and Senior Management Executives shall comply with the applicable laws, rules and regulations and comply with policies, rules and regulations of the Company, as may be applicable to them.

Avoid Conflict of Interest

The Directors and Senior Management Executives shall disclose any personal interest (financial or otherwise) in any mater relating to the business of the Company to the Board of Directors of the Company (“the Board”) and protect Company’s assets and resources (including information and intellectual property rights) and shall use the same only for the Company’s business and not for personal gain/advantage.

The Directors and Senior Management Executives shall not exploit, for their personal gain, opportunities that are discovered by or through the Company and shall not divert to their own advantage any business opportunity that the Company is in pursuit.

The Directors shall not be on the Board of Competitors of TCPL.

The Senior Management Executives shall not hold any position or job or be on the Board of in any other Company without approval of the Managing Director.

Gifts

TCPL considers the giving and receiving of gifts, complimentaries, favours or entertainment as inherently compromising unless they are of reasonable value (i.e. not extravagant) under the circumstances. This means they must have a valid business purpose and the same are appropriate as to time, place and kind; are infrequent in occurrence; do not influence or give the appearance of influencing the recipient; and are not likely to be viewed as a bribe, kickback or payoff. However, gifts of money shall never be accepted or given.

Confidentiality

Any information concerning the Company’s business, its customers, suppliers etc. shall be considered as confidential.

No Director and Senior Management Executives shall provide any information concerning the Company or its business or its customers, suppliers, etc. either formally or informally, to any person including press or publicity media, unless such information is:

  • In public domain at he time of disclosure; or
  • Authorized or required to be disclosed pursuant to a decision of the Board/Committee thereof; or
  • Required to be disclosed in accordance with applicable laws or requirement of any government authority.
  • Amendments
  • The Board may amend the provisions of this Code from time to time.

Unless otherwise specified, such amendments shall be effective from the date of the Board meeting at which such amendments are approved.

Affirmation

All the Directors and Senior Management Executives shall affirm compliance with the Code on annual basis within 30 days of close of every financial year ending on 31st March.

The Annual Affirmation (as per format specified) shall be forwarded to the Company Secretary of the Company within the said period of 30 days.

Waiver

The Board has, at its absolute discretion, the power to waive compliance with any or all of the provisions of the Code.

Enforcement

The Board has the power to investigate, in such manner as it may deem fit, any breach or violation or alleged breach or violation of the Code.

The Board also has the absolute power to determine penalty for the same as it may consider appropriate under the circumstances.

Such penalty may be in addition to the penalty levied under any law for the time being in force for such breach or violation.

No Rights Created

This Code is neither intended to nor does it create any right in favour of any Director, Senior Management Executives, clients, suppliers, customers or shareholders of the Company or any other persons or entity, whatsoever.